Management Discussion and Analysis
Your Directors have pleasure in presenting the Thirty-Sixth Annual Report of B & APackaging India Limited (the Company') together with the audited financialstatements of the Company for the year ended 31st March 2022.
The highlights of the financial results are set out below.
(in Rs. lac)
|Particulars ||Year ended 31st March 2022 ||Year ended 31st March 2021 |
|Revenue from Operations ||12798.02 ||9794.56 |
|Other Income ||96.18 ||194.91 |
|Total Income ||12894.20 ||9989.47 |
|Total Expenditure after adjustment of increase/decrease of stocks ||11219.90 ||8123.52 |
|Profit from operations before Depreciation Finance Cost and Tax ||1674.30 ||1865.95 |
|Depreciation ||144.70 ||125.88 |
|Finance Cost ||130.59 ||130.70 |
|Profit before Tax ||1399.01 ||1609.37 |
|Provision for Tax || || |
|Current Tax ||426.00 ||538.00 |
|Income Tax for earlier years ||54.86 ||- |
|Deferred Tax ||5.83 ||19.75 |
|Profit for the year ||912.32 ||1051.62 |
Net sales for the year under review is higher by 30.67% over previous year. Profitafter tax (PAT) was lower by 13.25% over previous year. The Earnings per Share (EPS) forthe year stood at Rs. 18.39 which is lower by Rs. 2.81 than previous year's level.
REVIEW OF PERFORMANCE AND OPERATIONS
Financial year 21 -22 was a very challenging year due to the effect of 2nd and 3rd waveof COVlD-19 infection supply-chain disruptions and more recently inflation posedhindrance before the economic growth. The prolonged spell of infection across the globetested us and our resilience at multiple levels. Despite these challenges your Directorsare delighted to share that your company delivered strong results even as we mitigatedrisks and focused on employee safety through these tiring times. Your company registereddouble digit revenue growth. PAT was lower compared to previous year due to abnormalincrease in direct material cost. The anomalous increase in input material cost was aresult of shortage of key packaging materials across indigenous as well as export marketresulting unseen vulnerabilities.
Paper Sacks Unit: The paper sacks division recorded gross sales of Rs. 7586.87 lac(previous year Rs. 5984.84 lac) and a profit of Rs. 1236.08 lac (previous year Rs. 1205.47lac) during the financial year ended 31st March 2022. The revenue growth was achievedmainly in tea and food sector specially dairy segment turned out as a new vector foraugmentation. Pesticide packaging specially mancozeb solutions remained a prime revenueearner throughout the year. However expected growth was not achieved in industrial sectorspecially in carbon black segment. Rapid rise in the procurement cost of paper andgranules was the prime deterring factor which caused lowering of margin in this divisioncompared to previous year. However after moving through an exceptional growth path forthe last couple of years the paper sacks division has settled to a profitabilitytrajectory which is quite impressive given the current market scenario.
Flexible Laminates Unit: The flexible laminates division recorded gross sales ofRs. 5211.15 lac (previous year Rs. 3809.72 lac) and a profit of Rs. 293.51 lac (previousyear Rs. 534.60 lac) during the financial year under discussion. The revenue growth wasaugmented due to surge in the demand from food sector particularly in the sea foodconfectioneries and dairy segment and some other consumer durable products. Your companycould sustain its growth in the highly competitive market by offering end-to-end solutionsacross flexible packaging spectrum. During the year we have rejigged our product portfolioto cater the needs across various industries. Nonetheless escalations in prices ofPolymer; the main consumption material of this division caused a daunting effect in thecontribution margin. The extremely competitive market conditions were not supportive topass on the entire cost escalations to our customers. Viable pricing of our product linein order to stay ahead of competition has indeed downsized the contribution level comparedto previous year but profitability is achieved in the financial year under discussion.
Corporate Initiatives and Works:The Company has taken a series of modernizationprogramme in its plants at Balasore during the last couple of years which has led tosuperior product offerings by value added product differentiation. New poly plant withaccessories has been installed in the flexi unit. New dyer unit alongwith utilities havebeen installed in the paper sacks unit. The Company has also strengthened its distributionchannels to execute higher quantum of orders ensuring lead time deliveries across India.To gear up with the increased demand during the year under review the Paper Sacks divisionhas completed the process of procuring additional line of Tuber and Bottomer machineswhich would increase the capacity of this division. Boundary wall approach roadspathway service area and sheds have been completely refurbished in both the divisions forhigher maneuverability. Currently both the units are running at optimum level.
Accreditations: The Company has been accredited with British Retail Consortium(BRC: lop) which is acknowledged as a global benchmark for food safety for its facilitiesat Balasore factory besides ISO accreditations. The Company is enlisted as a mediumsector enterprise' in terms of memorandum issued by Ministry of Micro Small and MediumEnterprises Government of India.
Finance: Focused capital allocation and strong cash flows resulted in rigid controlover the finances of your company. Inspite of high CAPEX exposure strict working capitalcontrols resulted in minimal impact on interest burden. The Company met its financialcommitments in servicing its debt and repayment thereof in timely manner. Higher turnoverand faster recovery of debtors ensured stable cashflow during the year.
INDUSTRY STRUCTURE AND DEVELOPMENTS
The global packaging market is witnessing a growth rate of 3-4% annually whileAsia-Pacific region the world's third largest market is growing at a rate over 5-6%annually. Indian packaging industry which ranks 5th largest sector in Indian economy isbecoming a preferred hub for global packaging industry and can be valued US$ 72.6 billion(2020) including exports. While flexible packaging heads the market with 22% share rigidpackaging accounts for 18% of the Indian market. With steady growth over the past fewyears even after COVID-19 challenge the Industry is showing firm potential forexpansion including export markets. Substantial investments in the food processingpersonal care and pharma sector are creating rapid scope for expansion of the packagingmarket. Further rapid increase of organised retail amidst intense media penetrationaccelerated growth in urban India population e-commerce boom and steady rise in exportare propelling the Indian growth story.
However frequent fluctuation in raw material prices specially imported paper andgranules has been a major concern for the Indian manufacturers. Inspite lucrative growthin the sales volume over the years major units are showing declining trend in their marginand profit as the indigenous market remains more or less biased on passing cost escalationto the customers.
Paper based packaging: The paper and paperboard manufacturing is expected to growat CAGR 5.5% during 2021-26. The Indian market is growing rapidly owing to the higherconsumption in packaged food and beverages cosmetics and agricultural products. Duringthe COVID-19 Pandemic the Indian e-commerce industry witnessed a significant growth inthe volume due to movement restrictions imposed by the Government. Propensity to buyonline products specially food items groceries and daily essentials have increasedmanifold even after easing of the restrictions. Such trends are expected to boost thedemand for sustainable packaging solutions as the e-commerce and retail industry are themajor adopters of paper and paperboard solutions in the country.
Flexible Packaging: Flexible packaging industry has witnessed robust global anddomestic growth in the past few years due to advantages of flexible packaging over rigidpackaging like lighter weight spatial economy better barrier properties innovativepackaging structure and cost efficiency.
The flexible packaging has grown at a CAGR of 5% for the last five years in theAsia-Pacific region with China and India leading the growth. The demand for flexiblepackaging is driven by rising preference for packaged food and beverages and growth in thepharmaceutical sector. The food and beverage segment which contributes to 70% of thepackaging demand globally is expected to grow at double digit rates in the medium to longrun as the consumption is non-discretionary in nature. Another driver for the flexiblepackaging industry is the pharma sector which requires high quality packaging that canprovide better barrier properties labeling of products and avoid contamination as aregulatory requirement.
Export: The share of export packaging is estimated to be US$ 843.8 million (2019estimates) witnessing a growth of 14% annually. While USA being major export destinationwith 19% of the market share other major exporting countries are UK UAE Netherlands andGermany.
COMPANY OUTLOOK AND PROSPECTS
Your company has progressed in years by engaging technical ability and innovativeskills to engineer packaging solutions which has resulted increase in its market share. Asthe packaging industry is increasingly becoming technology oriented with innovationsdriving the market the efforts of the Company has been directed towards increasing shelflife and reducing cost of its products to the extent practicable. 5 key strategic thruststhat will drive the Company forward:
Segmented play: Strengthen our niche category portfolio
Sustainability: Lead the vertical with respect to product processes and people
Cost saving: Drive a multi-year program to deliver sustained savings
Digital transformation: Drive automation and data analytics to accelerate growth
Innovation: Innovate on products and processes to contrive better business model
OPPORTUNITIES RISKS AND CONCERNS
Opportunities: The competitive landscape of the packaging market in India is stillhighly fragmented which leads to ample scope of expansion by organised players amidstrising demand for packaging applications. The food and beverage sector in India is growingowing to increasing awareness convenient access and changing lifestyle fueling thegrowth in the sector. According to estimates packaged food sales in India are expected toregister a CAGR of 18% during 2021-26. With such demand the growth of rigid packaging isincreasing in the Country. Additionally the Indian e-commerce industry valued at US$ 200billion is also driving the growth in both flexi and rigid packaging sectors. Withdiversified product portfolio and catering the needs of sectors like tea food milkbeverages agriculture and pharmaceuticals which are all in growth track the demand ofyour company's products is expected to remain stable. Further India's agri use providersaccounting for 36% of overall FMCG spending are fueling ample growth opportunities forpaperboard and folding cartons market in India.
Challenges Concerns and Risks: The ongoing recycling rate and improving logisticalefficiency are the major trends in the paper based packaging as it features lightweightbiodegradability and recyclable nature. However high cost of production and technologicalobsolescence are the major restraints for growth in this segment. Further lack ofpackaging machinery ecosystem is one of the major constraints for the Indianmanufacturers. This limited manufacturing environment has led to very high import ofmachinery in a sector which faces rapid technological changes.
The volatility in the crude oil prices leads to the volatility in the price of inputs(specially Polymer) and given the competitive intensity of the flexible packaging industryit is difficult to pass on the impact of raw material price increase fully to thecustomer. The current surge in crude oil prices worldwide has posed added challengesbefore the industry.
Industry Specific Key Risks to which your company is exposed include:
Frequent fluctuation in raw material prices and limited alternate supply sources
Progressive wage increase
While pass through clauses enable the Company to revise its product prices frequentprice appreciation amid fierce competition in the flexible market is a challenge to retainlong-term customers. Your company focuses on quality shorter lead time and high servicelevel to maintain customer satisfaction high. But it needs to invest substantially intechnology driven innovations and in particular sustainable products/ process to retainits competitive edge. Economic downturn could impact company's markets leading to businessslow down; however majority of your company's products are linked to daily necessities ofconsumers and their demand generally is not much impacted by the downturn. The Company hasdeployed asset productivity improvement initiatives to manage accelerating employee cost.
The Company has formulated well documented Risk Management System which is reviewed byan active Risk Cell comprising of executives from senior management team and appointed bythe Board of Directors of the Company (the Board'). 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.bampl.com/policy/risk-management- policy.pdf.
As pointed out in our earlier reports outbreak of COVID 19 not only put unprecedentedchallenges before the risk structure of the companies across the globe in the keycompliance areas it also caused additional cost arising out of unproductive employmentmaintaining workplace health and safety and additional data privacy and security. Howeverafter contending to the crisis emerged during 1st 2nd and 3rd wave of the Pandemic bydeveloping rapid action plans with cross functional teams the Board is confident that themanagement of your company will be able to conserve risks even in the worst casescenarios.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
Details of significant changes in key financial ratios as on 31 st March 2022 comparedto previous financial year are enclosed as Annexure - A.
TRANSFER TO RESERVES
The Board does not propose any amount to be transferred to any reserve.
The Board has recommended a final dividend of 15% i.e. Rs. 1.50 per equity shares ofRs. 10 each in the Company for the financial year 2021-22. The distribution of dividendwill result in payout of Rs. 74.41 lac if approved by the Shareholders in the ensuingAnnual General Meeting (AGM').
The Company had no outstanding deposit as on 31st March 2022.
As on 31st March 2022 the Directorate of the Company consists of five directors threeof them are independent. Mrs. Anuradha Farley has been appointed Chairman of the Board.The composition of the directorate is in conformity with the provisions of the CompaniesAct' 2013 (the Act') allied rules and regulations and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 [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. Somnath Chatterjee Director retires byrotation at the forthcoming AGM and being eligible offers himself for re-appointment.
A brief resume expertise and shareholding in your company together with details ofother directorships of Mr. Somnath Chatterjee are given in the Corporate GovernanceSection of the Annual Report.
None of the Directors on the Board as on 31 st March 2022 has been debarred ordisqualified from being appointed or continuing as a Director 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 Company Secretary is enclosed as Annexure- B and forms part of this report.
KEY MANAGERIAL PERSONNEL
Mr. Somnath Chatterjee Managing Director Mr. D. Chowdhury Company Secretary and Mr.G. Mukhopadhyay Chief Financial Officer hold the position of key managerial personnel interms of section 203 of the Act'.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration to the Company certifying theirindependency in terms of section 149(6) of the Act and the same were placed and noted bythe Directors present in the meeting of the Board held on 27th May 2022.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
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 withbusiness communicating inter se board members effective participation in meetingsdomain knowledge and compliance with code of conduct vision and strategy.
The evaluation process and criteria for evaluating the performance of the Directors areavailable in detail at the website of the Company at the following web-linkhttps://www.bampl.com/policy/nomination- 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 May 2022. The Board in the same meetingevaluated performance of the individual Directors on the basis of recommendations made bythe respective Committee.
MEETINGS OF THE BOARD OF DIRECTORS
The particulars of the meetings of the Board of Directors held during the financialyear ended 31st March 2022 have been furnished under para (iii) of section I of theCorporate Governance Report forming part of the Annual Report.
MEETING OF THE INDEPENDENT DIRECTORS
In terms of section 149 of the Act' read with schedule IV of the said Act' a separatemeeting of the Independent Directors of the Company was held on 11th February 2022.
COMMITTEES OF BOARD
The Board had constituted Audit Committee' Nomination and RemunerationCommittee' Share Transfer Committee and Stakeholders Relationship Committee' ofDirectors in terms of respective provisions of the Act' and SEBI (LODR).
The constitution terms of references and policies of these committees have beendiscussed in detail in the Corporate Governance section of the Annual Report. There wereno instances where the Board did not accept the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES
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 the following web-linkhttps://www.bampl.com/policy/nomination- remuneration-policy.pdf.
The information required pursuant to section 197 of the Act' read with rule 5 of theCompanies (Appointment & Remuneration) Rules 2014 in respect of employees of theCompany will be provided upon request. In terms of section 136 of the Act' the DirectorReport and Financial Statements are being sent to Members and others excluding theinformation on employee's particulars which are available for inspection by the Members ofthe Company upto the date of the AGM. Any Member interested in obtaining a copy may writeto the Company. Further it is confirmed that there was no employee employed throughout thefinancial year or part thereof who has drawn an aggregate remuneration in excess ofremuneration drawn by the Managing Director of the Company and holds himself or alongwithhis spouse and dependent children not less than two percent of the equity shares in theCompany.
Disclosure in terms of section 197 of the Act' read with rule 5(1) of the Companies(Appointment & Remuneration) Rules 2014 regarding remuneration paid to Directors andKey Managerial Personnel for the financial year ended 31st March 2022 is given in para2(f) of Section II in the Corporate Governance Section of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 134(5) of the Act' your Directors state that:
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. They 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 the Company as at 31st March 2022 and of the profit of theCompany for the financial year ended 31st March 2022;
c. They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. They had prepared the annual accounts on a going concern basis;
e. They had laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and were operating effectively.
f. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The objective of such controls is to ensure efficient usageand protection of company's resources accuracy in financial reporting and due complianceof statutes and procedures. The internal financial controls are adequate and are operatingeffectively so as to ensure orderly and efficient conduct of the business operations. YourDirectors do not foresee any significant impact on internal financial controls due toCOVID 19 Pandemic. The Statutory Auditors have also given an unmodified opinion in theirreport on the internal financial controls on the financial reporting process.
The Company has engaged a reputed firm of Chartered Accountants manned with trainedprofessionals to undertake internal audit functions. The pre-audit and post-audit checksand reviews are carried out to ensure follow-up on the observations made by the auditteam. The Audit Committee in its periodic meetings reviews the internal audit reportsprogress in implementation of their recommendations and adequacy of internal controlssystems.
MAINTENANCE OF COST RECORDS
During the year under review the Company has maintained adequate cost accounts andrecords as specified under section 148(1) of the Act' with respect to flexible packagingbusiness.
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 7th September 2017. They retire in the ensuing Annual GeneralMeeting and eligible for re-appointment.
The report given by the Statutory Auditors on the Financial Statements of the Companyfor the financial year ended 31 st March 2022 forms part of the Annual Report. There wasno qualification reservation adverse remark or disclaimer in the report.
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 2021 -22. The SecretarialAudit Report is attached with the Board's Report as Annexure-C. Necessaryclarification to the observations made by the Secretarial Auditors in their report hasbeen furnished in clause (c) Section V of the Corporate Governance Report which forms partof the Director's report.
None of the Auditors of the company has reported any fraud as specified under thesecond proviso of section 143 (12) of the Act.
COMPLIANCE WITH CORPORATE GOVERNANCE NORMS
In terms of SEBI (LODR) a certificate from a Practicing Company Secretary on complianceof Corporate Governance Norms is attached with the Directors report as Annexure-D andforms part of Annual Report.
PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
The Board has adopted a policy on related party transactions to determine themateriality of transactions with related parties and strategy for dealing with the same.The policy is in conformity with Regulation 23 of SEBI (LODR) and has been reviewed andrenewed by the Board of Directors from time to time.
The said policy is available at the website of the Company at the following web-link
In terms of section 134 of the Act' read with rule 8(2) of the Companies (Accounts)Rules 2014 particulars of contracts/arrangements with related parties entered into by theCompany during the financial year under review in form AOC-2 is attached as Annexure -E and forms part of the Directors' Report.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) activities of the Company are directed by theBoard. The CSR Policy of the Company as approved by the Board of Directors is available atthe website of the Company at the web link https://www.bampl.com/policy/policy-on-csr.pdf.
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 CSRactivities containing brief outline of the CSR policy CSR initiatives undertaken andexpenditure made during the year is attached as Annexure- F and forms part of theDirectors' Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as envisaged in section 134(3) of the Act' read with Companies(Accounts) Rules 2014 is attached as Annexure - G and forms part of this report.
Annual Return of the Company as on 31st March 2022 in Form MGT-7 is available at thewebsite of the Company at the following web-linkhttps://www.bampl.com/annual-return/MGT-7-of-B&APackaging-India-Ltd-for-the-Financial-Year- 2021-22.pdf.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In terms of section 177 (10) of the Act' read and regulation 22 of the SEBI (LoDR) yourDirectors have adopted a Vigil Mechanism/Whistle Blower Policy to report and deal withgenuine concern raised by a whistle blower. The said policy has been posted on the websiteof the Company and is available at http://www.bampl.com/policy/vigil-mechanism.pdf. Duringthe year under review no complaint has been reported under the policy.
MATERIAL CHANGES AND COMMITMENTS
The management of the Company has carried out an impact assessment on disruptionscaused by COVID-19 spread on its various operations. Based on such assessment the Boarddoes not foresee any significant impact on the business of the Company due tononfulfillment of obligations by any party in future. Further it can be concluded thatthere is no incremental risk of recoverability of company's assets.
Your Directors confirm that there was no material changes and commitment affecting thefinancial performance of the Company which occurred between the end of the financial yearto which the financial statements relate and the date of this report.
One of the key strength of your Company is its people. The Company employed around 146individuals as permanent employees across its works and offices who share a passion forexcellence. The key attributes that excelled their performance are knowledge baseexpertise and experience.
Employee relations remained cordial throughout the year and your Directors wishes toconvey their gratitude and place on record their appreciation for all executives staffand workers at all levels for their hard work solidarity cooperation and dedication.
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 give any loan or provided any guarantee or made any investmentswhich were covered under section 186 of the Act'.
d. The Company did not issue any equity shares with differential rights as to dividendvoting or otherwise.
e. There was no change in the share capital or nature of business of the Company; and
f. There were no significant or material orders passed by the Regulators or Courts orTribunals which would have impacted the going concern status of the Company's business.
| ||For and on behalf of the Board of Directors || |
| ||Somnath Chatterjee ||Anjan Ghosh |
|Place : Kolkata ||Managing Director ||Director |
|Date : 27th May. 2022 ||DIN :00172364 ||DIN :00655014 |