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B & A Ltd.

BSE: 508136 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE489D01011
BSE 00:00 | 23 Sep 307.55 -6.55
(-2.09%)
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309.10

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315.55

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NSE 05:30 | 01 Jan B & A Ltd
OPEN 309.10
PREVIOUS CLOSE 314.10
VOLUME 2081
52-Week high 376.95
52-Week low 188.00
P/E 4.94
Mkt Cap.(Rs cr) 95
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 309.10
CLOSE 314.10
VOLUME 2081
52-Week high 376.95
52-Week low 188.00
P/E 4.94
Mkt Cap.(Rs cr) 95
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

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MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members

Your Directors have pleasure in presenting the Annual Report of B &A Ltd. (hereinafter referred to as the ‘Company') together with the auditedfinancial statements of the Company for the year ended 31st March 2022.

Financial Results

The highlights of the standalone financial results are set out below:

(in Rs. Lac)

Particulars Year ended 31st March 2022 Year ended 31st March 2021
Revenue from Operations 16338.94 15001.45
Other Income from Operations 88.84 62.71
Total Income from Operations 16427.78 15064.16
Total Expenditure after adjustment of increase/decrease of stock 13613.30 13521.26
Profit from Operations before Depreciation Finance Cost and Tax 2814.48 1542.90
Depreciation 306.48 327.45
Finance Cost 300.04 375.37
Profit before Tax 2207.96 840.08
Provision for Tax
Current Tax 455.00 145.00
Deferred Tax (4.59) 20.71
Profit for the year 1757.55 674.37

Net sales for the year under review is higher by 9% over previous year.Earning before depreciation interest taxation and amortisation is higher by 82% overprevious year. Profit after tax is higher by 160% over previous year. The Earnings perShare for the year stood at Rs. 56.70 which is higher by Rs. 34.95 than previous financialyear.

Review of Performance and Operations

Financial year 21-22 was a very challenging year due to the effect of2nd and 3rd wave of COVlD-19 infection supply-chain disruptions and more recentlyinflation posed hindrance before the economic growth. The prolonged spell of infectionacross the globe tested us and our resilience at multiple levels. Despite thesechallenges your Directors are delighted to share that your Company delivered strongresults even as we mitigated risks and focused on employee safety through these tiringtimes. Your Company registered higher sales and profit amidst high economic adversitiesand natural vulnerabilities.

Your Company has over the years established as producer of quality CTCteas having accepted amongst the premium buyers. During the year under review the Companyproduced 34.39 lac kgs of made tea from own tea leaf which is marginally higher by 0.09lac kgs compared to previous year. Due to unfavorable weather conditions early first flushwas severely affected and we could not achieve the budgeted crop. Your Company'sstrategy to reduce production of tea from bought leaf by 1.41 lac kgs proved extremelyprudent and effective in as much as average sale price of tea made out of bought leaf waslower by Rs. 18.65 per kg. However like every year we have concentrated over the qualityof bought leaf so that our made tea from purchased leaf also being established one likeown leaf made tea. Despite lower output the combined volume of sales of made tea from owntea leaf and bought tea leaf was 55.34 lac kgs which is higher by 0.64 lac kgs compared toprevious year as last year's stocks recorded early intake owing to higher demand.

Despite adverse conditions which prevailed during the last two yearsarising out of Covid 19 pandemic situation your Company could maintain the quality of itsteas. During the appraisal year we achieved commendable prices of our teas as we continuedproducing quality crop. It is heartening to note that the average sale price fetched bythe Company's tea from own leaf in the auction was higher than the average of top 20Assam CTC gardens. Teas from our Gatoonga tea estate have topped All India Batting Order(Sale-14 to Sale-4-new season) followed by Mokrung and Salkathoni tea estates which ranked4 and 14 respectively in the chart in terms of average prices fetched. Gatoonga scaledprice barrier of Rs. 550 per kg in sale 48 of Kolkata auctions while Mokrung andSalkathoni achieved prices over Rs. 500 per kg in several invoices. During the year underreview average price fetched from sale of own tea leaf was higher by Rs. 34.89 per kgcompared to previous financial year resulting in record surplus even after absorbingadditional wages cost amounting to Rs. 573.05 lac which was due to increase in labour wageby Rs. 38 per manday.

Apart from wages costs of fertilizers and pesticides have increasedsubstantially during the year under review. The Company has taken all possible measures tokeep the costs under control; nonetheless our tea estates and factories are workingsmoothly and we have been able to maintain desired quality since the morale of ourworkforce has been very high.

Development Activities: Development work in all our gardens areundergoing on priority basis as we could spearhead activities once the spell of infectionand connected restrictions eased. Irrigation of most of the young tea sections are beingmade in all our gardens by excavating large scale water bodies.

Salkathoni factory undertook a major modification in its fermentingunit.

Accreditations: Our three factories in Gatoonga Salkathoni and Mokrungare Trustea certified with regards to own leaf. Salkathoni and Mokrung were accreditedwith Trustea for bought tea leaf while Gatoonga and Sangsua are in progress. All fourfactories received ISO-22000 accreditation for food safety norms.

Finance: Focused capital allocation and strong cash flows resulted inrigid control over the finances of your Company. Strict working capital controls resultedin minimal impact on interest burden. The Company met its financial commitments inservicing its debt and repayment thereof in timely manner.

Industry Structure Developments Outlook and Prospects

Industry Structure and Developments (Flashback FY 2021-22): The lasttwo years have been difficult for the Indian Economy on account of COVID-19 pandemicfollowed by rising global inflationary pressures. Estimates suggest that the IndianEconomy is expected to witness real GDP growth of 9.2 percent in FY 2021-22 aftercontracting in FY 2020-21. While agricultural and allied sectors have been the leastimpacted the services sector has been the hardest hit by the Pandemic.

With vaccination programme having covered bulk of the populationeconomic momentum is building back and the Indian Economy is expected to be in a goodposition in FY 2022-23. Nonetheless the global environment still remains uncertain. Atthe time of writing wave of conflict between Russia and Ukraine has thrown unprecedentedchallenges before the world as well as Indian Economy as prices of crude oil and gas foodgrains such as wheat and corn and several other commodities have shot up. The crisis hasbrought in severe financial sanctions on Russia which will likely to have unpredictableand undesired implications on the global financial system and economy.

Moving to tea sector Global black tea production is expected toincrease in the CY 20-21 following recovery from lockdown restrictions. In India whilerecovery has taken place the same has been limited by adverse weather conditions.Consequently production in North India remained lower by 78 mkgs during CY 2021 comparedto pre-Covid levels of CY 2019. All India black tea production at 1329.40 mkgs in CY 2021has increased by estimated 71.87 mkgs over CY 2020 but remains 60.68 mkgs behind CY 2019.

The Season started with a negative carry forward and an accrual senseof buoyancy. The first quarter witnessed erratic weather conditions in Assam with extremefluctuations in temperature and rainfall which impacted production. Buyers had moreheadroom to accommodate price fluctuations while sellers incentivized for improvingquality. 2nd wave of pandemic caused lower sales among all type of buyers. Average priceswere firm across auction centers as 16% of volume registered sale of Rs. 300+ per kg.Weather continued to play truant during July-September rainfall being 20% less thanprevious year in Assam which caused lowering of output by 15% on Y-o-Y basis. Overallquality during this quarter was far superior to prior years and volumes sold throughauction during the quarter were 43% over previous year's level. Average priceswitnessed negative bias compared to preceeding quarter and 10% of volume received price ofRs. 300+ per kg. While many large Racketeers with digital presence operated with usualstrength others including smaller regional players reacted to slowdown in sales bycurtailing purchases till August. Medium and plain description which constituted the vastmajority was most affected by these phenomena. Best and Good category teas contained toattract competition and fetched premiums. This resulted in substantial widening of pricecorrection. Good front end rains followed by searing temperatures let record Octoberharvest in Assam valley. However crop declined in the following months of the thirdquarter due to swiftly changing weather patterns. Rrices of Assam CTC witnessed reboundwith Nov- Dec sales pegged at Rs. 200.23 on an average and 12% of volume fetched price ofRs. 300+ per kg. Racketeers reported surge in sales. Subsiding Covid wave and on set offestive season triggered the demand. Many small/medium Racketeers who had stayed away fromthe markets re-entered the fray. Market reacted with a bull run on an unpresented scalefor best and good category of teas. Bottom of the market also stabilized in this quarter.With estimated production of 660.45 mkgs in CY 21 (618.20 mkgs in CY 2020) Assamproduction was still lagging behind 56 mkgs from pre-Covid level of CY 2019 by season end.The Assam CTC average (April-Jan' 22) remained moderate at Rs. 201/kg though it waslower by Rs. 32/kg on Y-o-Y basis.

With recovery in production there was a moderation in average auctionprices of North Indian CTC teas during April-Dec 21 by Rs. 46/kg on Y-o-Y basis. Thedecline was much sharper for teas manufactured from bought leaf than that of tea fromestate leaves and for teas of medium to plain categories as compared to good to topquality. Average auction prices nonetheless remained higher by Rs. 29/kg compared toApril-Dec 19 primarily on account of significant rise in prices during April-June 21.

For Orthodox teas while prices were lower by Rs. 28/kg in April-Sept21 compared to corresponding period of previous year it was still at par with pre-COVIDlevels. During first half of FY 2019-20 the Orthodox prices had witnessed substantialincrease owing to strong demand from Iran which tapered off in the 2nd half of FY 20.Orthodox impacted due to subdued out of home consumption across the globe and more so inUS and Europe besides the long unresolved payment issues in Iran.

The wage rates have increased by 15-23% which would significantlyincrease the cost of production for North India based bulk tea players. With increase inwage cost and moderation (compared to FY 202021) in CTC prices the operating profitmargin of all growers is expected to contract in FY 2021-22. However it is expected toremain higher than FY 2019-20 levels. In the overall industry players focused on qualityare expected to perform much better in the financial year under discussion.

In the global front CY 2021 recorded a growth in black tea productionat an estimated rate of 13% over CY 2020. While production in India and Sri Lankaincreased Kenyan black tea production recorded downward trend after registeringsignificant growth in CY 2020. Among the tea producing countries only the production ofKenya fell by 10% during first nine months of CY 2021.

Indian tea export has recorded a declining trend since CY 2018. Totalexport is likely to close lower by 6mkgs in CY 2021 on Y-o-Y basis. Orthodox exports fallboth in terms of quantity and value.

However robust domestic consumption in CY 2021 at 1164.71 mkgs(previous year 1135 in kgs) was supportive to keep prices firm across Indian markets.

Industry Outlook and Prospect (Season 202223): Season 2022-23 hasopened on a strong note and will sustain at least till June. Thereafter cropping patternsand availability with determine the level. Negative carry forward situation witnessed atthe beginning of the last season would be repeated. Sustained competition for quality teasas witnessed in the last season is a clear indication of a supply gap in the segment.Price is expected to remain strong during the current season even beyond 2nd flush period.As home consumption has shown apparent growth even in a tight market scenario easing ofrestrictions and slow return to normalcy should surely accelerate a rebound in out of homeconsumption as well. Export in 2021 was lowest in recent memory. A bounce back is expectedin 2022 as markets across the world is steadily opening post the Pandemic. With loweringof Kenyan stock Indian export is expected to grow by 3-4%. While domestic consumptiongrowing at a steady rate of 3% might get hurt by increasing preference of coffee amongyouths poor weather conditions and labour issues in various parts of the Country cancontinue to affect production. The new season may continue witnessing rising productionamong Small Growers. Credit metrics are likely to remain stable with a relatively lowerharvest in Big Growers and moderated-yet- higher than average realizations. Many regionalPacketeers would be stretched for quantities as purchases were postponed initially andthereafter they faced difficulty in stocking up due to intense competition and highprices. While season 2022-23 may witness pulling down of international CTC prices due torising export from Kenya and Uganda which lost volumes in 2021-22 overall liquidity islikely to remain adequate.

Last but not the least Weather God has to be kind towards the industry.Impact of climate change has already been felt in Assam production as unusual weatherpatterns caused by climate change is creating challenging growing conditions for teaproducers resulting in declining crop yields and increase in cost.

Though higher CTC auction prices are likely to moderate in the newseason most big Packeteers who have showed good growth in the last season as consumerswent for quality upgrade and opted for branded packaged tea will likely enter littleearlier than normal with aim of ensuring uninterrupted supply and undiluted quality.Initial gainers would be producers of medium to better category; best and select best notescalating as much and medium and plainer category may not see too much uptick.

Company Outlook and Prospects (Season 2022-23): With increasedinstances of intense and extreme weather patterns like heavy rain drought and hail stormimpacting yields in Assam the Company will continue producing quality crop and willinstill its effort to increase yield to the extent practicable by investing in adaptationmeasures such as irrigation and drainage systems to reduce damage from heavy rainfall anddrought. The Company plans to spend judiciously on development expenditure amidst tightworking capital conditions. The Company has initiated cost cutting measures in severalareas of its operation which has already been producing results.

Since the domestic market has built up an insatiable appetite forquality it is expected that demand for Company's tea will remain high in the upcomingseason. With the ease the Company's gardens specially Gatoonga and Mokrung havebreached the price barriers; it signifies the Company will continue to reap the rewardsfor quality in the season 2022-23.

However output and profitability will much depend on the changingweather patterns of Assam as implications of indifferent weather on output quality andyield we have already seen more in the last season. Further increase in wage rates andprices of chemicals and fertilizers are area of concern for maintaining budgetedprofitability. Finally with easing of the verges of 3rd wave of the Pandemic and economyreturning to neo normalcy when the tea industry is ramping up operation any further traderestrictions imposed by the Government to curb the spread of any new variant of COVID-19will hamper normal cycle of operation which might lead to lowering of output andprofitability.

Challenges Opportunity Risks and Concerns:

Effect of climate change on agricultural systems in India has beenwidespread and deterring. Increased instances of intense rainfall and variation inrainfall patterns are believed to have impacted yields in Assam. To meet up this challengetea producing entities has to invest heavily in infrastructure such as irrigationsewerage and drainage system. Climate change is a significant threat to the industryexacerbating existing challenges such as pests and disease that impact on yields andquality with knock on effects on costs and price realization. For example both minimumand maximum temperatures have increased in all tea growing regions of Assam when studiessuggest that one additional one degree above an average temperature of 28oCreduces tea yields by around 4%. Further rainfall has generally reduced in the firstquarter of the season and amount of precipitation increases in monsoonal months. In thelast season lesser rainfall and adverse draught has caused several gardens in Assam losingvaluable early first flush crop. Risk of COVID 19 has not passed yet but no sooner avaccine arrived toll over health and life was curtailed putting the economy back in thedriving seat; however there is no such vaccine for the climate changes. The phenomenonwill be here long after COVID-19 is passed and we must need to attend it in every aspectof our business today.

The biggest opportunity before the tea industry is its establishedconsumer base. While 88% of the households in India consume tea as it is the cheapestdrink preferred for daily consumption the domestic consumption is growing at a steady rateof 3-4% CAGR. Further trade restrictions ease the domestic consumption as import attracts100% duty. Global acceptance of Indian tea has been made it major export earner.India's major export destinations being Iran Russia USA UK and Germany.

Competition from African nations has been major concern for Indian teato compete in the international market. Indian CTC has been losing ground due to highproduction in Kenya pulling down international prices. Indian exports are likely to closesub 200 mkgs in CY 2021; five year low from a fairly recent high of 256.06 mkgs in 2018.Further CTC shipments losing ground to lower cost varieties and trade restrictions in ourtraditionally strong CTC destinations of Pakistan Egypt Iraq and Bangladesh has been anarea of concern.

Finally labour issues poses major risk as this sector employs around1.1 million workers and accounts for 45-60% of input costs. Socio-political conditions ofAssam would bar pro-active use of automation and asset-productivity improvementinitiatives to contain headcount and manage employee cost.

Impact of COIVD-19 on Tea: COVID-19 has been by any measurement aharrowing Pandemic. It has impacted everyone in the tea fraternity; some parts more thanthe others. Prolonged lockdown followed by trade restrictions social distancing measuresand truncated transportation led to shortfall in production in CY 2020 followed by CY2021. As mentioned earlier CY 2021 production still falls short of CY 2019 level thoughthere has been some improvement over CY 2020. Indian exports also shrank during thePandemic period after experiencing steady increase for quite some time. Though shortageshave prompted significant rise in the prices of tea in the domestic market bulk teaproducers fall short of huge volume during this period thereby losing the benefit of priceescalations. Mass vaccination has indeed put a curb over the spread of new variant but thetea producers are still facing additional cost to maintain supply chain which was grosslyimpacted by the Pandemic. For example disruptions around Pandemic have resulted innon-availability of adequate good grade containers resulting in increased transaction timeand enormous increase in the ocean freight.

Risk Management

The Company has formulated well documented Risk Management System whichis reviewed by an active Risk Cell comprising of executives from senior management teamand appointed by the Board of Directors of the Company (‘the Board'). Allpotential and material risks faced by the Company with regards to its tea business areidentified and assessed on continuous basis by the Risk Cell. For each area of the risksidentified necessary controls are exercised and procedures are put in place formonitoring mitigating all such risks and reporting the same to Audit Committee onperiodic basis. The Risk Management Policy and the constitution of risk cell are availablein the Company's website at https://www.barooahs.com/policy.html.

As pointed out in our earlier reports outbreak of COVID 19 not onlyput unprecedented challenge before the risk structure of the companies across the globe inthe key compliance areas it also caused additional cost arising out of unproductiveemployment maintaining workplace health and safety and additional data privacy andsecurity. However after contending to the crisis emerged during 1st 2nd and 3rd wave ofthe Pandemic by developing rapid action plans with cross functional teams the Board isconfident that the management is able to conserve risks even in the worst case scenario.

Transfer To Reserves

The Board does not propose any amount to be transferred to any reserve.

Dividend

The Board has recommended a final dividend of 20% i.e. Rs. 2 per equityshares of Rs. 10 each in the Company for the financial year 2021-22. The distribution ofdividend will result in payout of Rs. 62 lac if approved by the Shareholders in theensuing Annual General Meeting.

Subsidiary Company

The Company's subsidiary B&A Packaging India Ltd which isengaged in the production of high quality paper sacks and flexible laminates performedsatisfactorily during the financial year ended 31st March 2022. During the financial yearended 31st March 2022 the Company registered a gross turnover of Rs. 12894.20 lac(previous year Rs. 9989.47 lac) and a pre-tax profit of Rs. 1399.01 lac (previous year Rs.1609.37 lac).

Financial Performance and Analysis

The Shareholders fund as on 31st March 2022 was Rs. 7774.30 laccomprising of Rs. 310 lac as equity share capital and Rs.7464.30 lac as reserves andsurplus. Details of significant changes in the key financial ratios is appended with theBoard's Report and marked as Annexure-A.

Annual Return

The Annual Return of the Company for the financial year ended 31 stMarch 2022 in the prescribed format in accordance with the Act' is available at thewebsite of the Company at the following web-link http://www.barooahs.com/annual-retu rn/B&A-MGT-7-21-22.pdf.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) activities of the Company aredirected by the Board. The CSR Policy of the Company as approved by the Board of Directorsis available at the website of the Company at the web linkhttp://www.barooahs.com/policies/ policy-on-corporate-social-responsibility.pdf.

In terms of rule 9 of the Companies (Accounts) Rules 2014 read withrule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 AnnualReport on CSR activities containing brief outline of the CSR policy CSR initiativesundertaken and expenditure made during the year is attached as Annexure - B and forms partof the Director's Report.

Fixed Deposit

The Company had no outstanding deposit as on 31st March 2022.

Directors and Key Managerial Personnel

As on 31st March 2022 the Company's Directorate consisted oftwelve Directors; six of them are Independent Directors. Mrs. Anuradha Farley continues tobe the 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(Listing Obligations and Disclosures Requirement) Regulations 2015 [hereinafter SEBI(LODR)]. The particulars of the Directorate and the Key Managerial Personnel are givenunder Part I of the Corporate Governance Report which forms part of this Annual Report.

By virtue of section 152 of the Act' Mr. Rajkamal Bhuyan and Mr.Bhramar Kumar Mahanta Directors retires by rotation in the Annual General Meeting (AGM)and are eligible for re-appointment.

Pursuant to Reg. 17(1C) of SEBI (LODR) read with applicable provisionsof the Act' and rules framed thereunder the Board in its meeting held on 28th May2022 has reappointed Mr. Somnath Chatterjee as Managing Director of the Company for aperiod of 3 years with effect from 1st April 2023. His appointment is subject to theapproval of the Shareholders in the ensuing AGM.

A brief resume expertise and shareholding in your Company togetherwith details of other directorships of Mr. Bhuyan Mr. Mahanta and Mr. Chatterjee aregiven in the Corporate Governance Section of the Annual Report.

None of the Directors on the Board as on 31 st March 2022 has beendebarred or disqualified from being appointed or continuing as Director by Ministry ofCorporate Affairs Government of India or Securities and Exchange Board of India or anysuch Statutory Authority of India. A certificate in this regard from a Practicing CompanySecretary is enclosed as Annexure - C and forms part of this report.

Mr. Somnath Chatterjee Managing Director Mr. D. Chowdhury CompanySecretary and Mr. Tapas Chatterjee Chief Financial Officer hold the position of KeyManagerial Personnel in the Company in terms of section 203 of the Act'.

Declaration by Independent Directors

All Independent Directors had given declaration to the Company statingtheir independence in terms of section 149 (6) of the Act' and the same were placedand noted in the meeting of the Board of Directors held on 28th May 2022.

Meeting of The Board of Directors

The particulars of the meetings of the Board of Directors held duringthe financial year ended 31st March 2022 are furnished under para (iii) of section I ofthe Corporate Governance Report forming part of the Annual Report.

Committees of The Board of Directors

The Board had constituted ‘Audit Committee' ‘Nominationand Remuneration Committee' ‘Stakeholders Relationship Committee' and‘Share Transfer Committee' of Directors in terms of respective provisions of theAct' and SEBI (LODR). The constitution terms of references and policies of thesecommittees have been discussed in detail in the Corporate Governance section of the AnnualReport. There were no instances where the Board did not accept the recommendations of theAudit Committee.

During the year under review the Board reconstituted the followingcommittees-

(i) Audit Committee - Mrs. Mou Mukherjee was nominated as Chairman ofthe Committee in place of Mr. Basant Kumar Goswami.

(ii) Nomination and Remuneration Committee - Mr. Anjan Ghosh Mr. AmitKiran Deb and Mrs. Mou Mukherjee were opted Members of the Committee.

Compliance with Corporate Governance Norms

In terms of the SEBI (LODR) a certificate from a Practicing CompanySecretary on compliance of corporate governance is attached with the Director'sReport as Annexure D and forms part of Annual Report.

Directors Responsibility Statement

Pursuant to the provisions of section 134(5) of the Act' theDirectors state that:

i) In the preparation of the annual accounts the applicable accountingstandards had been followed alongwith proper explanation relating to material departures;

ii) They had selected such accounting policies and applied themconsistently and made judgments 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 2022and of the profit of your Company for the financial year ended 31st March 2022.

iii) They had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act' forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv) They had prepared the annual accounts on a ‘goingconcern' basis.

v) They had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

vi) They had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and were operatingeffectively.

Adequacy of Internal Financial Controls

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The objective of such controls is to ensureefficient usage and protection of Company's resources accuracy in financialreporting and due compliance of statutes and procedures. The internal financial controlsare adequate and are operating effectively so as to ensure orderly and efficient conductof the business operations. Your Directors do not foresee any significant impact oninternal financial control due to COVID 19 Pandemic. The Statutory Auditors have alsogiven an unmodified opinion on the internal financial controls on the financial reportingprocess in their report.

The Company has engaged a reputed firm of Chartered Accountants mannedwith trained professionals to undertake internal audit functions. The pre-audit andpost-audit checks and reviews are carried out to ensure follow-up on the observations madeby the audit team. The Audit Committee in its periodic meetings reviews the internal auditreports progress in implementation of their recommendations and adequacy of internalcontrols systems.

Maintenance of Cost Records

The Company has maintained adequate cost accounts and records asspecified under Section 148(1) of the Act' with respect to its tea business.

Particulars of Contract and Arrangement with Related Parties

The Board has adopted a policy on related party transactions todetermine the materiality of transactions with related parties and strategy for dealingwith the same. The policy is in conformity with Regulation 23 of SEBI (LODR) and has beenreviewed by the Board.

The said policy is available at the website of the Company at thefollowing web-link http://www.barooahs.com/policies/policy-on-related-party-transactions.pdf.

In terms of section 134 of the Act' read with rule 8(2) of theCompanies (Accounts) Rules 2014 particulars of contracts/arrangements with related partiesentered into by the Company during the financial year under review in form AOC-2 isattached as Annexure - E and forms part of the Director's Report.

Remuneration Policy and Particulars of Employees

The Board of Directors in compliance with the provisions of section 178(3) of the Act on recommendation made by the Nomination and Remuneration Committee ofDirectors formulated the Nomination and Remuneration Policy of the Company. The saidpolicy is available at the website of the Company at web-link http://www.barooahs.com/policies/remuneration-policy.pdf.

The information required pursuant to section 197 of the Act' readwith rule 5 of the Companies (Appointment & Remuneration) Rules 2014 in respect ofemployees of the Company will be provided upon request. In terms of section 136 of theAct' the Directors report and Financial Statements are being sent to Members andothers excluding the information on employee's particulars which are available oninspection by the Members of the Company upto the date of the AGM. Any Member interestedin obtaining a copy may write to the Company. Further it is confirmed that there was noemployee employed throughout the financial year or part thereof who has drawn anaggregate remuneration in excess of remuneration drawn by the Managing Director of theCompany and holds himself or alongwith his spouse and dependent children not less than twopercent of the equity shares in the Company.

Disclosure in terms of section 197 of the Act' read with rule 5 ofthe Companies (Appointment and Remuneration) Rules 2014 regarding remuneration paid toDirectors and Key Managerial Personnel for the financial year ended 31st March 2022 isgiven in para 2(f) of Section II in the Corporate Governance Section of the Annual Report.

Vigil Mechanism

In terms of section 177 (10) of the Act' and regulation 22 of theSEBI (LODR) the Company had established a vigil mechanism to report and deal with genuineconcern raised by a whistle blower. The said policy is available at the website of theCompany at web- link http://www.barooahs.com/policies/vigil- mechanism.pdf.

Evaluation of Board's Performance

In terms of section 134 (3) of the Act' read with SEBI (LODR) theCompany had laid down the criteria for reviewing the performance of the Board itsCommittees and individual Directors. The evaluation process of Directors inter aliaconsiders attendance of the Directors at Board and Committee meetings acquaintance withbusiness communicating inter se board members effective participation domain knowledgecompliance with code of conduct vision and strategy etc. The evaluation process andcriteria for evaluating the performance are available in detail in the website of theCompany at web-link http://www.barooahs.com/policies/remuneration- policy.pdf.

The Board evaluated its own annual performance including that of itsCommittees in the meeting of the Board of Directors held on 28th May 2022. The Board inthe same meeting evaluated performance of the individual Directors.

Statutory and Cost Auditors

M/s. Ghosal Basu & Ray Chartered Accountants Kolkata (FRN315080E) hold the office of the Statutory Auditors in their current term till theconclusion of the AGM of the Company to be held for the Financial Year 2024-25.

The Report given by the Statutory Auditors on the Financial Statementof the Company for the financial year ended 31st March 2022 is a part of the AnnualReport. There has been no qualification reservation adverse remark or disclaimer in thereport.

M/s. Mou Banerjee & Co. Cost Accountants (FRN 00266) wereappointed as Cost Auditors to carry out the Cost Audit of the applicable business of theCompany for the financial year ended 31st March 2022.They are eligible for reappointment.

Secretarial Auditors

M/s T. Chatterjee & Associates Practicing Company Secretaries(FRN P2007WB067100) carried out the Secretarial Audit of the Company as envisaged undersection 204 of the Act' read with regulation 24A of the SEBI (LODR) for the financialyear 2021-22. The Audit Report is attached with the Board's Report as Annexure - F.There has been no qualification reservation adverse remark or disclaimer in the report.

None of the Auditors of the Company has reported any fraud as specifiedunder the second 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 Courtor Tribunal impacting the going concern status of the Company.

A Scheme of Amalgamation between the Company and Buragohain Tea CompanyLtd approved by the respective shareholders of both the Companies has been challenged by ashareholder and is pending adjudication before appellate side of the Hon'ble GuwahatiHigh Court.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Pursuant to section 134 (3) of the Act' read with Companies(Accounts) Rules 2014 the information relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo is attached with the Board'sReport as Annexure - G.

Particulars of Loans Guarantee or Investments

Details of loans guarantees or investments made by your Company undersection 186 of the Act' during the financial year 2021-22 are attached as Annexure -H to this report.

Material Changes and Commitments

The Company has carried out an impact assessment on disruptions causedby COVID-19 spread on its various operations. Based on such assessment the Company doesnot foresee any significant impact on its business due to nonfulfillment of obligations byany party in future. Further it can be concluded that there is no incremental risk ofrecoverability of its assets.

Your Directors confirm that there was no material changes andcommitment affecting the financial performance of the Company which occurred between theend of the financial year of the Company to which the financial statements relate and thedate of this report.

Employee Relations

One of the key strength of your Company is its people. The Companyemployed around 3555 individuals as permanent employees across its gardens and offices whoshare a passion for excellence. The key attributes that excelled their performance areknowledge base expertise and experience. The Employee Relations remained cordialthroughout the year and your Directors wishes to convey their gratitude and place onrecord their appreciation for all executives staff and workers at all levels for theirhard work solidarity 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 theInstitute of Company Secretaries of India on Board and General Meetings.

b) The Company made no scheme or provision of money for the purchase ofits own shares by employees/Directors or by trustees for the benefit ofEmployees/Directors.

c) The Company did not issue any equity shares with differential rightsas to dividend voting or otherwise; and

d) There was no change in the share capital or nature of business ofthe Company.

For and on behalf of the Board of Directors
Anjan Ghosh Somnath Chatterjee
Place : Kolkata Director Managing Director
Date : 28th May 2022 DIN:00655014 DIN:00172364

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