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B & A Ltd.

BSE: 508136 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE489D01011
BSE 00:00 | 31 Mar 95.00 -0.10
(-0.11%)
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NSE 05:30 | 01 Jan B & A Ltd
OPEN 95.00
PREVIOUS CLOSE 95.10
VOLUME 295
52-Week high 170.00
52-Week low 89.80
P/E 11.28
Mkt Cap.(Rs cr) 29
Buy Price 93.00
Buy Qty 100.00
Sell Price 95.00
Sell Qty 95.00
OPEN 95.00
CLOSE 95.10
VOLUME 295
52-Week high 170.00
52-Week low 89.80
P/E 11.28
Mkt Cap.(Rs cr) 29
Buy Price 93.00
Buy Qty 100.00
Sell Price 95.00
Sell Qty 95.00

B & A Ltd. (BA) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting the Annual Report together with the auditedfinancial statements of the company for the financial year ended March 31 2018.

Financial Results

Financial results of the company are summarized below:

Particulars Year ended March 31 2018 Year ended March 31 2017**
Revenue from Operations 12185.46 10298.11
Other Income 80.10 70.76
Total Income 12265.56 10368.87
Total Expenditure adjusted for
increase/decrease of stocks 10861.86 9340.18
Profit before other income Depreciation
Finance Cost and Tax 1403.70 1028.69
Depreciation 256.56 244.24
Finance Cost 367.73 323.04
Profit before Tax 779.41 461.41
Provision for Tax
Current Tax (190.00) (120.00)
Deferred Tax 15.46 (1.60)
Profit for the year 604.87 339.81

** The company has adopted Ind As with effect from April 1 2017 as prescribed undersection 133 of the Companies Act' 2013 read with relevant rules issued thereunder.

Net sales was higher from the previous financial year by 18.32 %. Profit beforeTaxation stood at Rs. 779.41 lac for the year under review as against Rs. 461.41 lac inthe previous year. The Earnings per Share (EPS) for the year stood at Rs.19.51as againstRs. 10.96 in the previous year.

Performance and Operations

Your company has been producing quality CTC teas over the years and has established asa premium brand in the market with wide acceptability amongst premium blenders in thecountry.

Season 2017 opened with an ecstatic note with favorable weather conditions prevalent inAssam. Season was a good year for the company with an increase in average selling price ofRs. 14.28 of its tea compared to previous year. Production from own leaf and bought leafincreased compared to previous year. Company's teas garnered premium prices throughout theyear in the auctions. Three of the company's gardens ranked within first seven in thebatting order published by CTTA during the period under review.

The following table will depict our operating position as on March 31 2018.

Particulars 2017-18 2016-17 Particulars 2017-18 2016-17 Particulars 2017-18 2016-17
A. Production (Lac Kgs) (Lac Kgs) B. Sales (Lac Kgs) (Lac Kgs) C. Selling Price (Per kg) (Rs.) (Rs.)
a. Own Leaf 35.84 35.50 a. Own Leaf 36.75 34.33 a. Own Leaf 242.10 222.00
b. Bought Leaf 23.25 21.35 b. Bought Leaf 22.63 19.47 b. Bought Leaf 145.47 137.00
Combined Total 59.09 56.85 Combined Total 59.38 53.80 Combined Total 205.28 191.00

During the year under review your company was able to keep most of the expendituresunder control except on wages and pesticides where expenditure went up substantially dueto reasons beyond control. However your company was able to maintain its profitability bymeans of increase in production of quality teas and fetched higher average price.

Sangsua tea factory commenced production during the current year and will add value andvolume contributing towards the improved profitability of the company in future years. Allour factories are being accredited with Trust Tea Certification with regards to own leafwhich will give consumers the required assurance of quality production.

In terms of Securities & Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 SEBI (LODR) the Management Discussion andAnalysis Report annexed with the Directors Report which form part of this Annual Reportgives a detailed analysis of your company's operations performance prospects and outlookvis--vis industry structure and developments.

Transfer to Reserves

The Company has not transferred any amount to any reserves out of the current year'sprofit.

Dividend

Your Board of Directors is pleased to recommend a dividend of 30 % on equity sharecapital of the company for the financial year 2017-18. The distribution of dividend willresult in payout of Rs. 93 lac excluding tax on dividend.

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 commendablyduring the financial year ended 31st March 2018 and surpassed its previous results. Duringthe financial year ended 31st March 2018 the company registered a gross turnover ofRs.69.72 cr. (previous year Rs. 58.89 cr.) and a pre-tax profit of Rs. 7.58 cr. (previousyear Rs. 5.49 cr.). The Board of Directors of the subsidiary company has recommended adividend of Re. 0.50 per equity share (previous year Re.0.50 per equity share) for thefinancial year ended 31st March 2018. Growth trends and financial performance of thesubsidiary company have been included under para3.3 in the Management Discussion andAnalysis Report.

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 2018 is attached withBoard's Report as Annexure- A.

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 https://www.barooahs.com. The constitution of theCSR Committee and particulars of meetings of the Committee held during the year aredisclosed 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 - B and forms part of the Director's Report.

Fixed Deposit

The Company has no outstanding deposit as on 31st March 2018.

Directors and Key Managerial Personnel

The Company's directorate consists of nine directors five of them are independent.Mrs. A. Farley continues to be the Chairman of the Board. No new directors were appointedduring the year and none of the existing directors had resigned from the Board. Thecomposition of the directorate is in conformity with the provisions of the Act' alliedrules and SEBI (LODR). The particulars of the directorate and the key managerial personnelare given under Part I of the Corporate Governance Report which forms part of this AnnualReport.

By virtue of Section 152 of the Act' Mrs. Anuradha Farley Director retires by rotationin the ensuing Annual General Meeting and is eligible for re-appointment.

By virtue of Sections 196 197 and 203 of the Act' Mr. Somnath Chatterjee isre-appointed as Managing Director of the Company for a period of 5 (five) years subject tothe approval of the Members in the ensuing General Meeting.

A brief resume expertise and shareholding in your company together with details ofother directorships of Mrs. Farley and Mr. Somnath Chatterjee are given in the CorporateGovernance Section of the Annual Report.

Declaration by Independent Directors

All independent directors have given declaration to the company stating theirindependence in terms of section 149 (6) of the Act' and the same have been placed andnoted in the meeting of the Board of Directors held on 21st May 2018.

Meeting of the Board of Directors

The particulars of the meetings of the Board of Directors held during the financialyear ended

31st March 2018 have been furnished under para(i) of section I of the CorporateGovernance 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' and ‘StakeholdersRelationship Committee' of Directors in terms of respective provisions of the Act' andSEBI (LODR). The constitution terms of references and policies of these committees havebeen discussed in detail in Corporate Governance section of the Annual Report. There havebeen no instances where the Board has not accepted the recommendations of the AuditCommittee.

Compliance with Corporate Governance norms

In terms of the SEBI (LODR) a certificate from a Practicing Company Secretary oncompliance of corporate governance has been attached and forms part of Annual Report.

Directors Responsibility Statement

Pursuant to the provisions of section 134(5) of the Act' the directors state that: i)In the preparation of the annual accounts the applicable accounting standards have beenfollowed alongwith proper explanation relating to material departures; ii) They haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of your company as at 31st March 2018 and of the profit of your company for thefinancial year ended 31st March 2018. iii) They have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theAct' for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities. iv) They have prepared the annual accounts on a ‘going concern'basis. v) They have laid down internal financial controls to be followed by the companyand such internal financial controls were adequate and operating effectively.

vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Adequacy of Financial Controls

In terms of section 134 (3) (q) of the Act' read with rule 8 of the Companies(Accounts) Rules 2014 details of adequacy of financial control have been discussed atlength in para 5 of the Management Discussion and Analysis Report which forms part theDirector's Report.

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 https://www.barooahs.com.

In terms of section 134 of the Act' read with rule 8(2) of the Companies (Accounts)Rules 2014 particulars of contracts/arrangements entered into by the company during thefinancial year under review in form AOC-2 is attached as Annexure - C and formspart of the Director's Report.

Remuneration Policy

Nomination and Remuneration Policy of the company as recommended by Nomination andRemuneration Committee of Directors and approved by the Board of Directors had beenformulated in compliance with the provisions of section 178 (3) of the Act. The saidpolicy is available at the website of the company at https://www.barooahs.com.

Disclosure in terms of section 197 of the Act' read with rule 5 of the Companies(Appointment & Remuneration) Rules 2014 regarding remuneration paid to Directors andKey Managerial Personnel for the financial year ended 31st March 2018 is given para 2 (f)of Section 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 2018 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 to deal with genuine concern bywhistle blowers. The said policy is available at the website of the company athttps://www.barooahs.com.

Risk Management

In terms of section 134 (3) of the Act' the Board of Directors framed Risk ManagementPolicy of the company to identify the key risk areas/elements with regards to its teabusiness. Detailed discussions on companies Risk Mitigation Plan has been made under para4.2 of the Management Discussion and Analysis Report which forms part of this Director'sReport. The Risk Management Policy is available at the website of the company athttps://www.barooahs.com.

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 the individual directors. These criteria are available at the website of thecompany at https://www.barooahs.com.

The Board evaluated its own performance including that of its Committees in the meetingof the Board of Directors held on 21st May 2018.

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.

The Report given by the Statutory Auditors on the financial statements of the companyfor the financial year ended 31st March 2018 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 2018.

The Board of Directors has appointed them for the financial year 2018-19.

Secretarial Audit

M/s T. Chatterjee & Associates Practicing Company Secretaries carried out theSecretarial Audit of the company for the financial year 2017-18. The Audit Report isattached with the Board's Report as Annexure - D. There has been no qualificationreservation or adverse remark 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 - E.

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 yearof the company and the date of this report.

Employee Relations

The employee relations remained harmonious throughout the year and your Directorswishes to convey their gratitude and place on record their appreciation for all theexecutives staff and workers at all levels for their hard work solidarity cooperationand dedication during the year.

Other declarations

During the year under review:

a. The company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meetings.

b. The company does not have any scheme or provision of money for the purchase of itsown shares by employees/ Directors or by trustees for the benefit of employees/Directors.

c. The company has not issued 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
Place : Kolkata Anuradha Farley
Date : 21st May 2018 Chairman

ANNEXURE - C

Form No. AOC - 2

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

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

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

Names of the related party and nature of relation ship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts/ arrangements/ transactions including value if any Justification for entering into such contracts or arrangements or transactions Dates of approval by the Board Amount paid as advance if any Date on which the special resolution was passed
(a) (b) (c) (d) (e) (f) (g) (h)
Barooahs & Associate s Pvt. Ltd (BAPL) Service charges paid to BAPL by the company during financial year ended 31st March 2018 From 1st April 2017 to 31st March 2018 Transaction upto Rs. 4.25 cr. for the financial year ended 31st March 2018 on account of service charges availed for management of tea estates of the company arranging supply of stores machineries packaging materials etc. at competitive prices and arranging for sale of company's teas. The Company operates seven tea estates in Assam and various services relating to management of its gardens are required on regular basis. BAPL has got necessary personnel and expertise to render the services as enumerated above at competitive prices and has been rendering such services for a long time in terms of an agreement. Since these services are unique in nature market rates are not readily available. 29th August 2017 - Since the transactions do not exceed the prescribed limits no special resolution was required to be passed under 1st provisio of section 188 of the Act.
Heritage North East Pvt. Ltd. (HNE) Receipt of lease rentals for letting two bungalows at Sangusa and Gatoonga Tea Estates to HNE during the financial year ended 31st March 2018 From 1st April 2017 to March 2018 Transaction of Rs. 2 lacs for the financial year ended 31st March 2018 on account of receipt of annual lease rental from HNE for use of two bungalows at Sangsua and Gatoonga Tea Estates The Company has two bungalows at Sangsua and Gatoonga Tea Estates which has been leased to HNE for conducting its tourism activity which have been continuing for years. Since the Bungalows are located amidst the tea gardens market rate for the lease rentals are not available. 27th May 2017 - As above
Heritage North East Pvt. Ltd. (HNE) Temporary advance made. From 1st April 2017 to March 2018 Transaction of Rs. 100 lac for the financial year ended 31st March 2018 on account of termporary advance The Company's bungalows is operated by HNE. To meet the exigencies of HNE the company makes temporary advance from time to time repayable by HNE on demand. 29th August 2017 - As above
Kaziranga Golf Club Pvt. Ltd. (KGCL) Temporary advance made From 1st April 2017 to 31st March 2018 Transaction of Rs. 40 lacs for the financial year ended 31st March 2018 on account of termporary advance The Company's golf course in Sangsua Tea Estate is operated by KGCL. To meet the exigencies of KGCL the company makes temporary advance from time to time repayable by KGCL on demand. 27th May 2017 - As above

2. Details of (*) material contracts or arrangements or transactions at arm'slength basis :

Names of the related party and nature of relationship Nature of contracts/arrang ements/transacti ons Duration of the contracts/ arrangements/tra nsaction Salient terms of the contracts or arrangements or transactions including values if any Date(s) of approval by the Board if any Amount paid as advances if any
(a) (b) (c) (d) (e) (f)
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable

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

For and on behalf of the Board of Directors
Place : Kolkata Anuradha Farley
Date : 21st May 2018 Chairman

ANNEXURE - E

Conservation of Energy Technology Absorption & Foreign Exchange Earnings and Outgo

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

a) Conservation of Energy
(i) Steps taken or impact on conservation of energy (i) Online conveyorisation of manufacturing process which resulted in reduction of idle running time of machineries less time consumption thereby saving energy and increasing efficiency.
(ii) Using gas grids for generating heat.
(iii) Replacement of old electrical motors by new energy efficient motors in phased manner.
(iv) Purchase of energy efficient farm equipments.
(v) Installation of LEDs.
(vi) Policy of regular service of heating and cooling equipments
(vii) Replacement of old air conditioners with new ones.
(viii) Phased replacement of old vehicles by new ones.
(ix) Optimizing factory running hours and machinery usage to achieve high load factor and avail minimum tariff.
(x) Maintaining water bodies to reduce power consumption.
(xi) Installation of new CTC/dryer machine in Sangsua Factory
(ii) Steps taken by the company for utilizing alternate sources of energy The Company's operation extends to large areas where usage of alternative energy is rather difficult. However the company has undertaken feasibility study.
(iii) Capital investment made on energy saving equipments The Company had not made separate capital investment during the year in energy conserving equipments.
b) Technology Absorption
(i) The efforts made towards technology absorption i. Use of low wattage LED in place of high wattage convention lamps.
ii. Online conveyorisation of flow process
iii. Use of hygienic flooring system in new Sangsua factory
(ii) The benefits derived like product improvement cost reduction product development or import substitution i) Reduction in power cost
ii) Higher worker's outrun resulting in reduced cost of production
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a) The details of technology imported Nil
b) The year of import
c) Whether the technology have been fully absorbed
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) Expenditure incurred on research and development The Company has incurred Rs. 11.08 lac (previous year Rs. 9.54 lac) for the financial year ended 31st March 2018 on account of research and development.

c) Foreign Exchange Earning and Outgo - During the period foreign exchangeearning was Nil (previous year nil) and outgo in foreign exchanges was nil (Previous yearnil).

For and on behalf of the Board of Directors
Place : Kolkata Anuradha Farley
Date : 21st May 2018 Chairman