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B & A Ltd.

BSE: 508136 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE489D01011
BSE 00:00 | 12 Apr 147.70 -6.30
(-4.09%)
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150.00

HIGH

150.00

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145.20

NSE 05:30 | 01 Jan B & A Ltd
OPEN 150.00
PREVIOUS CLOSE 154.00
VOLUME 839
52-Week high 218.00
52-Week low 93.00
P/E 5.60
Mkt Cap.(Rs cr) 46
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 150.00
CLOSE 154.00
VOLUME 839
52-Week high 218.00
52-Week low 93.00
P/E 5.60
Mkt Cap.(Rs cr) 46
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

#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#

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